UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM 10-Q
(Mark One)
[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934
        For the quarterly period ended September 26, 2008

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934
        For the transition period from    to

COMMISSION FILE NO.: 1-7182-06

                     MERRILL LYNCH PREFERRED CAPITAL TRUST III
       (Exact name of Registrant as specified in its certificate of trust)


       Delaware                                          13-7139561
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

  4 World Financial Center
     New York, New York                                   10080
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code: (212) 449-1000

COMMISSION FILE NO.: 1-7182-05

                     MERRILL LYNCH PREFERRED FUNDING III, L.P.
                  (Exact name of Registrant as specified in its
                      certificate of limited partnership)


          Delaware                                     13-3982448
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

   4 World Financial Center
      New York, New York                                     10080
(Address of principal executive offices)                   (Zip Code)

 Registrant's telephone number, including area code: (212) 449-1000


The Registrants meet the conditions set forth in General Instruction H 1 (a) and
(b) of Form 10-Q and are therefore filing this form with the reduced disclosure
format.

Indicate by check mark if the Registrants are well-known seasoned issuers, as
defined in Rule 405 of the Securities Act. Yes |_| No |X|

Indicate by check mark if the Registrants are not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes |_| No |X|

Indicate by check mark whether the Registrants: (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrants were required to file such reports), and (2) have been subject to
such requirements for the past 90 days. Yes |X| No |_|

Indicate by check mark whether the Registrants are large accelerated filers,
accelerated filers, or non-accelerated filers.  See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

(Check one)
Large accelerated filer [ ]   Accelerated filer [ ]   Non-accelerated filer[X]

Indicate by check mark whether the Registrants are shell companies (as defined
in Rule 12b-2 of the Exchange Act).  Yes [] No [x]

As of the close of business on September 26, 2008, no voting stock of the
Registrants was held by non-affiliates of the Registrants.

As of November 7, 2008, no voting stock of the Registrants was held by
non-affiliates of the Registrants.






================================================================================
<PAGE>

                         PART I - FINANCIAL INFORMATION
                         ------------------------------

ITEM 1.   FINANCIAL STATEMENTS (Unaudited)
          --------------------
<TABLE>
<CAPTION>

MERRILL LYNCH PREFERRED CAPITAL TRUST III
CONDENSED BALANCE SHEETS (unaudited)
(dollars in thousands, except per security amounts)
-------------------------------------------------------------------------------------------------------------------------



                                                                                    September 26, 2008  December 28, 2007
                                                                                    ------------------  -----------------
<S>                                                                                   <C>             <C>
ASSETS

Investment in affiliate partnership preferred securities                                  $  773,196         $  773,196
Interest receivable from affiliate                                                            13,531             13,531
                                                                                          ----------         ----------
Total Assets                                                                              $  786,727         $  786,727
                                                                                          ==========         ==========

Liabilities and Stockholders' Equity
Distribution payable                                                                      $   13,531         $   13,531
                                                                                          ----------         ----------

STOCKHOLDERS' EQUITY

Stockholders' equity:

   Preferred securities (7% Trust Originated Preferred Securities; 30,000,000
      authorized, issued, and outstanding; $25 liquidation
      amount per security)                                                                   750,000            750,000

   Common securities (7% Trust Common Securities;
      927,840 authorized, issued, and outstanding;
      $25 liquidation amount per security)                                                    23,196             23,196
                                                                                          ----------         ----------
Total Stockholders' Equity                                                                   773,196            773,196
                                                                                          ----------         ----------
Total Liability and Stockholders' Equity                                                  $  786,727         $  786,727
                                                                                          ==========         ==========
</TABLE>

See Note to Condensed Financial Statements

                                        2
<PAGE>

<TABLE>
<CAPTION>

MERRILL LYNCH PREFERRED CAPITAL TRUST III
CONDENSED STATEMENTS OF EARNINGS  (unaudited)
(dollars in thousands)
----------------------------------------------------------------------------------------------------------------------------

                                                                                          FOR THE THREE MONTHS ENDED
                                                                                    -----------------------------------

                                                                                   September 26, 2008     September 28, 2007
                                                                                   ------------------     ------------------
<S>                                                                                   <C>                  <C>
EARNINGS

Interest on affiliate partnership preferred securities                                   $  13,531              $13,531
                                                                                         =========            =========



                                                                                          FOR THE NINE MONTHS ENDED
                                                                                    -----------------------------------

                                                                                    September 26, 2008    September 28, 2007
                                                                                    ------------------   -------------------

EARNINGS

Interest on affiliate partnership preferred securities                                   $  40,593              $40,593
                                                                                        ==========        =============



</TABLE>

See Note to Condensed Financial Statements


                                        3
<PAGE>

<TABLE>
<CAPTION>

MERRILL LYNCH PREFERRED CAPITAL TRUST III
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY  (unaudited)
(dollars in thousands)
---------------------------------------------------------------------------------------------------------------------------

                                                                                          FOR THE NINE MONTHS ENDED
                                                                                    -----------------------------------

                                                                                    September 26, 2008   September 28, 2007
                                                                                    ------------------   ------------------
<S>                                                                                   <C>                  <C>
PREFERRED SECURITIES

Balance, beginning and end of period                                                    $  750,000           $  750,000
                                                                                        ----------           ----------

COMMON SECURITIES

Balance, beginning and end of period                                                        23,196               23,196
                                                                                        ----------           ----------

UNDISTRIBUTED EARNINGS

Balance, beginning of period                                                                     -                    -
Earnings                                                                                    40,593               40,593
Distributions                                                                              (27,062)             (27,062)
Distributions payable                                                                      (13,531)             (13,531)
                                                                                        ----------           ----------
Balance, end of period                                                                           -                    -
                                                                                        ----------           ----------


Total Stockholders' Equity                                                              $  773,196           $  773,196
                                                                                        ==========           ==========
</TABLE>

See Note to Condensed Financial Statements

                                        4
<PAGE>

<TABLE>
<CAPTION>

MERRILL LYNCH PREFERRED CAPITAL TRUST III
CONDENSED STATEMENTS OF CASH FLOWS  (unaudited)
(dollars in thousands)
------------------------------------------------------------------------------------------------------------------------

                                                                                       FOR THE NINE MONTHS ENDED
                                                                                    --------------------------------

                                                                                 September 26, 2008   September 28, 2007
                                                                                 ------------------   ------------------
<S>                                                                                <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Earnings                                                                            $ 40,593          $    40,593
   Interest receivable from affiliate                                                   (13,531)             (13,531)
                                                                                       --------            ---------
      Cash provided by operating activities                                              27,062               27,062
                                                                                       --------            ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Distributions                                                                        (27,062)             (27,062)
                                                                                       --------            ---------
      Cash used for financing activities                                                (27,062)             (27,062)
                                                                                       --------            ---------

NET CHANGE IN CASH                                                                            -                    -

CASH, BEGINNING OF PERIOD                                                                     -                    -
                                                                                       --------            ---------
CASH, END OF PERIOD                                                                    $      -            $       -
                                                                                       ========            =========




SUPPLEMENTAL DISCLOSURE OF NON CASH TRANSACTIONS:

Preferred and common distributions of $13,125 and $406 were accrued at
September 26, 2008 and September 28, 2007, respectively.

</TABLE>

See Note to Condensed Financial Statements

                                        5
<PAGE>



MERRILL LYNCH PREFERRED CAPITAL TRUST III
NOTE TO CONDENSED FINANCIAL STATEMENTS  (unaudited)
September 26, 2008
-------------------------------------------------------------------------------

Summary of Significant Accounting Policies

For a complete discussion of significant accounting policies, refer to the
Audited Consolidated Financial Statements included in Merrill Lynch Preferred
Capital Trust III's (the "Trust") Annual Report on Form 10-K for the year ended
December 28, 2007.

The Trust is a statutory business trust formed under the Delaware business
Trust Act. Merrill Lynch & Co., Inc. (ML&Co.) is the sole owner of the Trust
common securities.

On September 15, 2008, ML&Co. entered into an Agreement and Plan of Merger
(the "Merger Agreement") with Bank of America Corporation ("Bank of America").
The Merger Agreement provides that, upon the terms and subject to the
conditions set forth in the Merger Agreement, a wholly owned subsidiary of Bank
of America will merge with and into ML&Co. with ML&Co. continuing as the
surviving corporation and as a wholly owned subsidiary of Bank of America. The
merger has been approved by the board of directors of each of ML&Co. and Bank
of America and is subject to shareholder votes at both companies.

The transaction is expected to close on December 31, 2008 or earlier subject to
shareholder approval, customary closing conditions and regulatory approvals.
ML&Co. is currently assessing the impact of the acquistion to the
Trust.

BASIS OF PRESENTATION

These unaudited condensed financial statements should be read in conjunction
with the audited financial statements included in the Annual Report on Form 10-K
of the Trust for the year ended December 28, 2007. The December 28, 2007
balance sheet information was derived from the audited financial statements.
The interim condensed financial statements for the three- and nine- month
periods are unaudited; however, in the opinion of the Regular Trustee of the
Trust, all adjustments, consisting only of normal recurring accruals necessary
for a fair statement of the condensed financial statements have been included.

INVESTMENTS

The Trust's investment in Merrill Lynch Preferred Funding III, L.P. (the
"Partnership") Preferred Securities represents a limited partnership interest in
the Partnership and is recorded at cost. At quarter end, the fair value of the
investment approximates its carrying value. Income on the Partnership Preferred
Securities is accrued when earned.

                                        6
<PAGE>

<TABLE>
<CAPTION>

MERRILL LYNCH PREFERRED FUNDING III, L.P.
CONDENSED BALANCE SHEETS  (unaudited)
(dollars in thousands)
-------------------------------------------------------------------------------------------------------------------------



                                                                                 September 26, 2008     December 28, 2007
                                                                                 ------------------     -----------------
<S>                                                                               <C>               <C>
ASSETS

Investments:
   Affiliate debentures                                                              $  900,547            $  900,547
   U.S. Government and agencies                                                           9,156                 9,125
                                                                                     ----------            ----------
   Total investments                                                                    909,703               909,672
   Interest receivable from affiliate                                                    15,760                15,759
                                                                                     ----------            ----------
Total Assets                                                                         $  925,463            $  925,431
                                                                                     ==========            ==========
Liability and Partners' Capital
  Distribution Payable                                                               $   15,760            $   15,760

PARTNERS' CAPITAL

Partners' capital:
   Limited partnership interest                                                         773,196               773,196
   General partnership interest                                                         136,507               136,475
                                                                                     ----------            ----------
   Total Partners' Capital                                                              909,703               909,671
                                                                                     ----------            ----------
Total Liability and Partners' Capital                                                $  925,463            $  925,431
                                                                                     ==========            ==========
</TABLE>

See Note to Condensed Financial Statements

                                        7
<PAGE>

<TABLE>
<CAPTION>


MERRILL LYNCH PREFERRED FUNDING III, L.P.
CONDENSED STATEMENTS OF EARNINGS  (unaudited)
(dollars in thousands)
----------------------------------------------------------------------------------------------------------------------------


                                                                                           FOR THE THREE MONTHS ENDED
                                                                                      -----------------------------------

                                                                                      September 26, 2008  September 28, 2007
                                                                                      ------------------  ------------------
<S>                                                                                   <C>                  <C>
EARNINGS

Interest income:
   Affiliate debentures                                                                   $   15,760           $   15,759
   U.S. Government and agencies                                                                   43                  114
                                                                                          ----------           ----------
Earnings                                                                                  $   15,803           $   15,873
                                                                                          ==========           ==========




                                                                                           FOR THE NINE MONTHS ENDED
                                                                                      -----------------------------------

                                                                                      September 26, 2008    September 28, 2007
                                                                                      ------------------   -------------------

EARNINGS

Interest income:
   Affiliate debentures                                                                   $   47,279           $   47,277
   U.S. Government and agencies                                                                  174                  345
                                                                                          ----------           ----------
Earnings                                                                                  $   47,453           $   47,622
                                                                                          ==========           ==========






</TABLE>

See Note to Condensed Financial Statements


                                        8
<PAGE>
<TABLE>
MERRILL LYNCH PREFERRED FUNDING III, L.P.
CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL  (unaudited)
(dollars in thousands)
-----------------------------------------------------------------------------------------------------------------------------


                                                                                           FOR THE NINE MONTHS ENDED
                                                                                      -----------------------------------

                                                                                     September 26, 2008    September 28, 2007
                                                                                     ------------------    ------------------
<S>                                                                                   <C>                  <C>
LIMITED PARTNER'S CAPITAL

Balance, beginning of period                                                             $  773,196            $  773,196
Net income allocated to limited partner                                                      40,593                40,593
Distributions                                                                               (27,062)              (27,062)
Distributions payable                                                                       (13,531)              (13,531)
                                                                                         ----------           -----------
Balance, end of period                                                                      773,196               773,196
                                                                                         ----------            ----------


GENERAL PARTNER'S CAPITAL

Balance, beginning of period                                                                136,475               136,492
Net income allocated to general partner                                                       6,860                 7,030
Distributions                                                                                (4,599)               (4,689)
Distributions payable                                                                        (2,229)               (2,229)
                                                                                         ----------            ----------
Balance, end of period                                                                      136,507               136,604
                                                                                         ----------            ----------

TOTAL PARTNERS' CAPITAL                                                                  $  909,703            $  909,800
                                                                                         ==========            ==========
</TABLE>

See Note to Condensed Financial Statements

                                        9
<PAGE>


<TABLE>
<CAPTION>

MERRILL LYNCH PREFERRED FUNDING III, L.P.
CONDENSED STATEMENTS OF CASH FLOWS  (unaudited)
(dollars in thousands)
----------------------------------------------------------------------------------------------------------------------------


                                                                                          FOR THE NINE MONTHS ENDED
                                                                                     -----------------------------------

                                                                                     September 26, 2008   September 28, 2007
                                                                                     ------------------   ------------------

<S>                                                                             <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Earnings                                                                          $  47,453            $  47,622
   Accretion of U.S. Government and agencies                                              (174)                (345)
   Interest receivable from affiliates                                                 (15,760)             (15,759)
                                                                                      --------            ---------
      Cash provided by operating activities                                             31,519               31,518
                                                                                      --------            ---------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of investment Securities                                                    (9,096)              (9,094)
   Maturities of Investment Securities                                                   9,238                9,327
                                                                                      --------            ---------
      Cash provided by investing activities                                                142                  233
                                                                                      --------            ---------


CASH FLOWS FROM FINANCING ACTIVITIES:
   Distributions to limited partner                                                    (27,062)             (27,062)
   Distributions to general partner                                                     (4,599)              (4,689)
                                                                                     ---------            ---------
      Cash used for financing activities                                               (31,661)             (31,751)
                                                                                     ---------            ---------

NET CHANGE IN CASH                                                                           -                    -

CASH, BEGINNING OF PERIOD                                                                    -                    -
                                                                                     ---------            ---------
CASH, END OF PERIOD                                                                  $       -            $       -
                                                                                     =========            =========



SUPPLEMENTAL DISCLOSURE OF NON CASH TRANSACTIONS:

Distributions of $15,760 and $15,759 were accrued at September 26, 2008 and
September 28, 2007, respectively.

</TABLE>

See Note to Condensed Financial Statements

                                       10
<PAGE>


MERRILL LYNCH PREFERRED FUNDING III, L.P.
NOTE TO CONDENSED FINANCIAL STATEMENTS  (unaudited)
September 26, 2008
--------------------------------------------------------------------------------


Summary of Significant Accounting Policies

For a complete discussion of significant accounting policies, refer to the
Audited Consolidated Financial Statements included in Merrill Lynch Preferred
Funding III, L.P.'s (the "Partnership") Annual Report on Form 10-K for the
year ended December 28, 2007.

The Partnership is a statutory business trust formed under the Delaware business
Trust Act. Merrill Lynch & Co., Inc. (ML&Co.) is the sole general partner of
the Partnership.

On September 15, 2008, ML&Co. entered into an Agreement and Plan of Merger
(the "Merger Agreement") with Bank of America Corporation ("Bank of America").
The Merger Agreement provides that, upon the terms and subject to the
conditions set forth in the Merger Agreement, a wholly owned subsidiary of Bank
of America will merge with and into ML&Co. with ML&Co. continuing as the
surviving corporation and as a wholly owned subsidiary of Bank of America. The
merger has been approved by the board of directors of each of ML&Co. and Bank
of America and is subject to shareholder votes at both companies.

The transaction is expected to close on December 31, 2008 or earlier subject to
shareholder approval, customary closing conditions and regulatory approvals.
ML&Co. is currently assessing the impact of the acquisition to the Partnership.


BASIS OF PRESENTATION

These unaudited condensed financial statements should be read in conjunction
with the audited financial statements included in the Annual Report on Form 10-K
of the Partnership for the year ended December 28, 2007. The December 28, 2007
balance sheet information was derived from the audited financial statements.
The interim condensed financial statements for the three- and nine- month
periods are unaudited; however, in the opinion of the General Partner of the
Partnership, all adjustments, consisting only of normal recurring accruals
necessary for a fair statement of the condensed financial statements have been
included.

INVESTMENTS

The Partnership's investment in affiliate debentures, which is recorded at cost,
and its investment in U.S. Government and agencies, which are recorded at
accreted cost and which mature within one year, are classified as
available-for-sale, which both approximate fair value.

                                       11
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

No disclosure is required for this Item pursuant to General Instruction H of
Form 10-Q.  There are no material changes in the amount of revenue and expense
items between the most recent fiscal year-to-date period presented and the
corresponding year-to-date period in the preceding fiscal year.



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

No disclosure is required for this Item pursuant to General Instruction H of
Form 10-Q.



ITEM 4.  CONTROLS AND PROCEDURES

The persons who function as the equivalent of the chief executive officer and
chief financial officer of the Trust and the Partnership have evaluated the
effectiveness of the Trust's and the Partnership's disclosure controls and
procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of
1934) as of the end of the period covered by this Report. Based on that
evaluation, the persons who function as the equivalent of the chief executive
officer and chief financial officer of the Trust and the Partnership have
concluded that the Trust's and the Partnership's disclosure controls and
procedures were effective as of the end of the period covered by this Report.

In addition, no change in the Trust's and the Partnership's internal control
over financial reporting (as defined in Rule 13a-15(f) under the Securities
Exchange Act of 1934) occurred during the third fiscal quarter of 2008 that
has materially affected, or is reasonably likely to materially affect, the
Trust's or the Partnership's internal control over financial reporting.





                                       12
<PAGE>



                           PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS

         12   Computation of Ratios of Earnings to Combined Fixed Charges and
              Preferred Securities Distributions.

         31.1 Rule 13a - 14(a) Certification.

         31.2 Rule 13a - 14(a) Certification.

         32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
              Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

         32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
              Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.








                                       13
<PAGE>





                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.


                               MERRILL LYNCH PREFERRED CAPITAL TRUST III*

                               By: /s/ Marlene Debel
                                   ---------------------------------------------
                               Name:   Marlene Debel
                               Title:  Regular Trustee


                               MERRILL LYNCH PREFERRED FUNDING III, L.P.*


                               By: MERRILL LYNCH & CO., INC., as General Partner

                               By: /s/ GARY CARLIN
                                   ---------------------------------------------
                               Name:   Gary Carlin
                               Title:  Vice President, Controller and
                                       Chief Accounting Officer,
                                       Merrill Lynch & Co., Inc.



November 7, 2008
----------------

* There is no principal executive officer(s), principal financial officer,
controller, principal accounting officer or board of directors of the
Registrants. The Trustees of the Trust (which include the Regular Trustees, the
Property Trustee and the Delaware Trustee) together exercise all powers and
perform all functions with respect to the Trust.



                                       14
<PAGE>



                                INDEX TO EXHIBITS

EXHIBITS

12       Computation  of  Ratios of  Earnings  to  Combined  Fixed  Charges  and
         Preferred Securities Distributions.

31.1     Rule 13a - 14(a) Certification.

31.2     Rule 13a - 14(a) Certification.

32.1     Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
         Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2     Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
         Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




                                       15